Study On The Validity Determination Of The Company Defect Resolution

As the most important main body of the market economy,the company’s resolutions serve as an important basis for the company to handle affairs.Effective resolutions play a vital role in the company’s operation and development and maintaining the order and stability of the market economy.As for the determination of the effectiveness of the company’s defective resolution,the Civil Code,the Company Law and relevant judicial interpretations are summarized.The latest Company Law(Revised Draft)also adjusts the determination rules of the defective resolution to some extent,and cancels the provisions of the fourth Interpretation of the Company Law on the unqualified provisions.However,many theoretical and practical problems have not been properly solved in the determination of the flawed resolution.Even due to the different perspectives of the resolution system and the ambiguity of legislation,there have been judicial practice problems such as the unclear boundary of the validity of the flawed resolution and the application of the discretionary rejection rules of the flawed resolution are vague.In order to solve the above problems,it is necessary to resolution specific nature characteristics and defect resolution concept and cause for detailed analysis,clarify the boundaries of different defect resolution effectiveness form,distinguish the types of different defect resolution,choose the corresponding law that its effectiveness,in order to realize the defect resolution effectiveness of clarity and the protection of shareholders’ rights.In addition to the introduction and conclusion,this paper discusses the identification of the effectiveness of the company defect resolution from the following four parts:The first part,the general theory of the effectiveness of a corporate defect resolution.The resolution is the expression of the company as the overall intention formed by the functional organs of the company according to certain procedures.Its formation is different from the general civil legal act.Through the analysis of the characteristics of the resolution,the resolution is identified as a special legal act.The nature of the resolution introduces the concept and related theories of the nature of the resolution to realize the in-depth analysis of the defective resolution of the company.According to the current law,the defect resolution is divided into establishment defects and effectiveness defects,content defects and procedural defects,and the impact of different types of defects on the effectiveness of the resolution is listed respectively.The second part,the problems existing in the validity of the company defect resolution.Starting from specific cases,the analysis shows that there are still a series of problems,such as the invalidation of resolutions,unestablishment,and revocability,the single determination of defective resolutions,the different standards for discretionary rejection of defective resolutions,and the unclear application of law in the determination of the effectiveness of defective resolutions.In view of the above problems,it is necessary to clarify the identification of the defect resolution,and it is also necessary to improve the existing rules for identifying the effectiveness of the defect resolution accordingly,and to improve the corresponding legislation.The third part,the company’s defect resolution of the effectiveness of the external experience for reference.At present,there are different division standards for defect resolution outside the domain,and different division criteria have different division basis.Through the detailed analysis of the division standards of "branch","binary" and "three method" for the effectiveness of extra-domain defect resolution,the advantages of different division standards are summarized.Although China applies the division standard of "three-point division method",the division standard still has its own shortcomings,which will still cause the problem of unclear identification of the effectiveness of the resolution defects.Therefore,the advantages of the external division standard can be used for reference to promote the improvement of the effectiveness identification of the resolution defects in China.The fourth part,the improvement of the effectiveness of the company defect resolution recommendations.In terms of the ambiguity,the rejection rules,and the specific connotation of the minor defects,and the specific connotation of the confusion of legal rules,the defect resolution are subject to different laws,and improve the legislative suggestions of the defect resolution,so as to clarify and improve the various types of the effectiveness of the defect resolution.